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<br />XIX. CONFLICT OF INTEREST/CODE OF ETHICS <br /> <br />The Contractor shall use best efforts to meet all professional obligations to avoid conflicts <br />of interest and appearances of impropriety. In the event of a conflict, the Contractor, with <br />the consent of the City, shall arrange for suitable alternative representation. It is the intent <br />of the Contractor to refrain from handling matters for any other person or entity that may <br />pose a conflict of interest, or may not be in the best interests of the City. <br /> <br />The Contractor agrees that it will not represent any other party or other client which may <br />create a conflict of interest in its work with the City. If Contractor is unclear whether a <br />conflict of interest exists, Contractor will immediately contact the Department to request an <br />interpretation. <br /> <br />The Contractor agrees to be bound by the State of Minnesota’s Code of Ethics. Contractor <br />certifies that to the best of its knowledge all employees participating in this Agreement will <br />comply with this Code. It is agreed by the parties that any violation of the Code of Ethics <br />may be grounds for the termination of this Agreement. <br /> <br />XX. WAVIER <br /> <br />No waiver of any provision or of any breach of this Agreement shall constitute a waiver of <br />any other provisions or any other or further breach, and no such waiver shall be effective <br />unless made in writing and signed by an authorized representative of the party to be charged <br />with such a waiver. <br /> <br />XXI. COMPLIANCE WITH LAWS <br /> <br />Contractor shall exercise due professional care to comply with applicable federal, state and <br />local laws, rules, ordinances and regulations in effect as of the date Contractor agrees to <br />provide the Professional Services. Contractor agrees and understands that a violation of <br />any of these policies, procedures, or rules constitutes a breach of the Agreement and <br />sufficient grounds for immediate termination of the Agreement by the City. <br /> <br />XXII. AGREEMENT NOT EXCLUSIVE <br /> <br />City retains the right to hire other professional Contractor service providers for this or other <br />matters, in the City’s sole discretion. <br /> <br />XXIII. THIRD PARTY RIGHTS <br /> <br />The parties to this Agreement do not intend to confer any rights under this Agreement on <br />any third party. <br /> <br /> <br /> <br /> <br />6 <br />412724v5 MJM BR270-24 <br /> <br />